Attached files
| file | filename |
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| EX-10.1 - INTERPUBLIC GROUP OF COMPANIES, INC. | ipg8kex101_0311.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_______________________
FORM
8-K
_______________________
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): March 8,
2010
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The Interpublic Group of Companies,
Inc.
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(Exact Name of Registrant as Specified in
Charter)
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Delaware
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1-6686
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13-1024020
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(State or Other Jurisdiction
of Incorporation) |
(Commission File
Number) |
(IRS Employer
Identification No.) |
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1114 Avenue of the Americas, New York, New
York
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10036
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(Address of Principal Executive
Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: 212-704-1200
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(Former Name or Former Address, if Changed
Since Last Report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers
On March
8, 2010, The Interpublic Group of Companies, Inc. (“Interpublic”) entered into
an Agreement Regarding Retirement, effective April 1, 2010, with John J. Dooner
(the “Agreement”), who is currently Chairman and Chief Executive Officer of
McCann Worldgroup (“McCann”). The summary of the terms of the
Agreement set forth below is qualified in its entirety by the provisions of the
Agreement, which is attached as Exhibit 10.1 hereto.
Under the
Agreement, Mr. Dooner will continue to be employed until March 31, 2011 at his
current salary. Effective as of March 31, 2010, he will cease to be
Chief Executive Officer of McCann. From April 1, 2010 through
December 31, 2010, Mr. Dooner will serve as Executive Chairman of
McCann. He will relinquish that position, effective December 31,
2010; however, through March 31, 2011, he will continue to assist Interpublic
and McCann in the transition of leadership responsibilities to McCann’s new
leadership team. The Agreement provides that, in recognition of the
contributions made by Mr. Dooner over his long career with McCann and
Interpublic and his commitment to assist in the leadership transition at McCann,
as long as Mr. Dooner remains employed by McCann or Interpublic through March
2011, he will receive the following compensation and benefits: (i) an
award pursuant to the Executive Incentive Plan for calendar year 2010, granted
under the 2009 Performance Incentive Plan (filed as Exhibit 10.1 to
Interpublic’s Current Report on Form 8-K on June 2, 2009); (ii) effective March
31, 2011, full vesting of all of his then outstanding Interpublic stock options,
with each option exercisable until the earlier of March 31, 2014 or the tenth
anniversary of the grant date, the release of all restrictions on his
then-outstanding shares of Interpublic restricted stock and vesting
of his 2009 Performance Cash Award granted under Interpublic’s 2006 Performance
Incentive Plan (the “PIP”) (filed on April 27, 2006 as Appendix A to
Interpublic’s Definitive Proxy Statement on Schedule 14A); (iii) subject to
achievement of applicable performance criteria, shares of Interpublic common
stock or cash in settlement of his 2008 Performance Share Award, granted under
the PIP; and (iv) participation in Interpublic’s Executive Medical Plus Plan, if
he elects to extend his coverage for the period of time allowed by COBRA, and
thereafter, participation in Interpublic’s Retiree Medical Plan, provided in
each instance that he makes all premium payments. In accordance with
one of the conditions of the Agreement, the Compensation Committee of the Board
of Directors of Interpublic has approved this retirement package.
The
Agreement states that Mr. Dooner’s employment agreement with Interpublic made as
of January 1, 1994, (filed as Exhibit 10(r) to Interpublic’s Annual Report on
Form 10-K for the year ended December 31, 1995), as amended, will remain in full
force and effect, except to the extend such provisions are expressly modified by
the arrangements described above. Pursuant to the
employment agreement, Mr. Dooner will be subject to a non-solicit of employees
and clients for twenty-four months following the termination of his
employment.
The
Agreement also provides that Mr. Dooner will receive additional payments under
retirement agreements, previously entered into with Interpublic, and under the
Interpublic Retirement Account Plan and the Interpublic Savings Plan, in each
instance in accordance with the terms and provisions of those
arrangements.
Item
9.01. Financial Statements and Exhibits.
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10.1
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Agreement
Regarding Retirement, effective as of April 1, 2010, between Interpublic
and John J. Dooner.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| THE INTERPUBLIC GROUP OF COMPANIES, INC. | ||
| Date: March 11, 2010 |
By:
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/s/ Nicholas J. Camera |
| Nicholas J.
Camera Senior Vice President, General Counsel and Secretary |
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